Common use of Restriction on Transfer, Proxies Clause in Contracts

Restriction on Transfer, Proxies. and Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the first anniversary of the Termination Date, the Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of the Stockholder's Shares not to, directly or indirectly, without the consent of Acquiror, in respect of any Acquisition Proposal or otherwise: (A) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder's Shares, or any interest therein, (B) except as provided herein, grant any proxies or powers of attorney, deposit any Stockholder's Shares into a voting trust or enter into a voting agreement with respect to any Stockholder's Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above or (D) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies. and Non-Interference; Restriction on Withdrawal. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the first anniversary of the Termination Date, the Such Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of the Stockholder's Shares not to, directly or indirectly, without the consent of Acquiror, in respect of any Acquisition Proposal or otherwise: (Ai) except pursuant to the terms of the Merger Agreement and this Agreement, and except for gifts to family members who either are signatories to this Agreement or who, upon such gift, become signatories to this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose ofof (each, a "Disposition"), enforce or permit the execution of the provisions of any agreement with the Company whereby the Company may be obligated to repurchase, or enter into any other contract, option or other arrangement or understanding with respect to to, or otherwise consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition Disposition of, any or all of the such Stockholder's Shares, Shares or any interest therein, ; (Bii) except as provided hereincontemplated hereby, grant any proxies or powers of attorney, deposit any Stockholder's Shares into a voting trust or enter into a voting agreement with respect to any Stockholder's Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) Shares or (B) above or (Diii) take any action that could reasonably be expected to would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the such Stockholder from performing the such Stockholder's obligations under this Agreement.